Koil Energy Solutions Inc. (KLNG)

[Renee]

Deep Down Inc., DPDW, changed to Koil Energy Solutions Inc., KLNG:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

[sidedraft]

What's the deal here?

Daily List Events

Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
11/28/2022 14:51:48 Name/Symbol Change 11/29/2022 00:00:00 DPDW Deep Down, Inc. Common Stock OTC Equity
Details
Previous Value Current Value
Symbol DPDW KLNG
Issue Name Deep Down, Inc. Common Stock Koil Energy Solutions, Inc. Common Stock
Class
Maturity Date
Market Category OTC Equity OTC Equity
Unit of Trade 100 100
Regulatory Transaction Fee Flag Yes

https://otce.finra.org/otce/dailyList

[spec machine]

Still losing money every quarter

Are Ron and Mary still getting their fat payroll checks and perks?

Seems like all of the hard working folks have either quit to go work for a company with a future, or have been terminated to save payroll costs in order to prolong the drain by the fat cats

The list of grand visions is a mile long

The list of failures is even longer

NOTHING will change the downward trajectory of Deep Down, the name is the final destination

Shareholders were screwed from day 1

spec

[TX Stampede]

Transcript here:
transcript

[spec machine]

They really should provide a text transcript of the prepared comments before the conference call

The first speaker's accent is pretty thick and trying to follow the message is near impossible if you're busy trying to decode each phrase

That said, they lost a million bucks in the quarter

and they still LAUGH OUT LOUD on the CC about their FAILURE to sell or profitably utilize the carousels, isn't that SPECIAL???

Is anyone fooled by the "net .01/share"?

Probably fooled a bunch of shareholders

And y'all are STILL PAYING Smith $40k/month??? LOLOLOLOLOLOL

spec

[spec machine]

The possibility of selling the carosels has improved significantly in the last 6 months

scrap steel is the appropriate valuation metric for most of DPDW "assets"

I wonder if all of the "interested buyers" for the carousels have been scrappers all along

when was the last time the carousel in TIP was operated? Was it just the ONE job it had 5 or 6 years ago? How much is the lease costing every year to let it rust?

How's that barge loading dock coming along at the Houston facility "scrap yard", what?? it never was built??

Well the rail loading spur was ..... oh, nevermind, it never w happened either

How are those NHUs selling?? oh

I guess all the money spent on the animation company acquisition didn't get any returns

How about the "petting zoo" property in Cleveland, wasn't that an amazing deal for "someone" (but shareholders got screwed)?

The Electrowave acquisitions and military contracts?? All that part of the business is dead too??

StayPut yacht dynamic positioning??? No sales?? Well at least the company still has the demo boat.... what??? It's gone??? I wonder who has it??? (Ronnie??) The shareholders certainly paid a lot of cash into that little toy, TWICE!! The first prototype was lost in the big Amegy Bank fiasco.

Did they ever settle the AKER lawsuit or the GE lawsuit?

If I still owned any of this crap stock, I'd probably have all those answers at my fingertips

But then again, why would I own this stock? They only lose money, that's all they do well

How much loss is estimated for this upcoming quarterly?? Any guesses??

spec

Deep Down, Rust in Peace

[uncleremus]

Modified EBITDA was a loss of 103k, not terrible considering the business environment. 4.49 million was impairment charge for carousels and that is misleading because they just rented one finally. Fourth qtr they earned 100 k which is surprising.

[spec machine]

2020 loss of .46 per share

And this gem (they still can’t proofread or else this is really what shares are worth)

During the year ended December 31, 2020, but prior to the receipt of a loan from the Small Business Administration's Paycheck Protection Program, the Company repurchased an aggregate of 743,815 shares of common stock at a total cost of $0.5 under the 2019 Repurchase Program

Who would throw money at this with their track record of losing money, lawsuits over defective equipment, and mismanagement?

Looks like we can see who has been tapping the ask for small trades, the stock repurchase authorization

They don’t have the excess cash to do something that stupid in their current state, obvious attempt to artificially pump the share price up

The games continue

Do they still laugh throughout the conference calls as they’re explaining how much money they lost while the insiders are cashing their fat paychecks?

spec

[spec machine]

I wouldn't ever advise another trader on where to put their money

But I'll make a bet with you

Straight up competition with another subsea tech company, let's see who grows in value over the next 12-24 months

DPDW - Market cap ~$8.5M USD and share price currently .69
KRKNF - Market cap ~$97M USD and share price currently .60

I think there's no comparison in quality of management and prospects for growth

My bet is that Kraken share price will at least double in the next 12 months and that DPDW will not trade a single share above $0.90 and will likely fall below $0.50 by then

let's see how my prediction ages, shall we?

GLTY any way you decide

cheers,

spec

[Highlandmike]

A lot of volume or not, the trend on this over the past 90 days is definitely up. DPDW Looking into it myself now.

[Fred Kadiddlehopper]

The Capn' and Little Buddy made their $$$ on this stock scam. They walked away unscathed by their shenanigans and outright thievery. They are the ones laughing, unfortunately.

[spec machine]

I’m just going to leave this here, LOL

Volume wasn’t zero today for a change

spec

[spec machine]

Zero volume again? what a shame

spec

[mauiguy2]

I've seen a lot of names from the past here today. So, I might as well throw my name in the ring, too.

Yeah, it was a tough time for all of us. I remember clashing with Spec, jdsgungho and some others. I also had some back and forths with the IR guy......was his name Steve? I even shared a few private emails on the side with Trueheart who also popped up here today.

I think the thing that bothered me the most was that Ron and the Boys were always giving themselves some kind of bonus as both the share price and the economy at that particular time were tanking. That's when I really got suspicious about things.

Anyway, more than a decade later, I think we can all agree that we got taken by Ron and the Boys. We were too hopeful and optimistic as Ron continued to take advantage of us.

Spec, I am truly impressed by all the research you did. Even though it probably was too late to help you a lot financially, at least you had the comfort and satisfaction in knowing that you exposed management. Great job! I respect you a lot for all the effort you made to expose them.

[greasemonkeyshoes]

I definitely appreciate the warnings from you all......
and it is all about management,management,and management.Charles has been there since 2012,I will be watching him closely and make sure he is non-toxic,a prerequisite before I become trigger happy.

[Trueheart]

"Selfish" does not adequately describe management's action over the years under Ron.

Self-dealing is the case.

Butler filled his pockets for years and left with a gift of $400,000 of shareholder money.

I don't know today's Deep Down, but the price of crude and the cost of taking it out in the GOM has to be extraordinarily high over the cost of Permian crude.

Trueheart

[Fred Kadiddlehopper]

exactly. self dealing corrupt management with no effective oversight. The definition of DPDW.

[greasemonkeyshoes]

it sounded like a "roach hotel"......
dealing with a selfish management,is one of the worst in my book.

[spec machine]

Haha, yes we earned advanced degrees, PhD in shareholder abuse

The one chapter I never was able to crack was the Panama deal

I had parts of it but never could get enough hard data to paint the whole picture

I know exactly why Butler left though

Life is good here these days, comfortably green on market aspects and comfortably living in one of the most beautiful places in the USA. A little town in the Rocky Mountains with a population under 2000 and a short walk to a good fly-fishing river.

I hope you’re living to the fullest as well

Cheers,

spec

[Fred Kadiddlehopper]

Spec, glad to hear from you and thanks for all of your posts back then. I took a beating as you said but it was, I realize now, tuition the school of hard knocks. I hope you are thriving in all arenas of life.
Best,
-Fritz

[spec machine]

Yep, many burned fingers of investors and lenders

But look who made out like bandits while Deep Down was losing money year after year

All the last names fell into a group of three names

I can honestly say, outside of a professional criminal investigation, I doubt that any individual has ever dived deeper into the data points of a public company than I did on Deep Down

I dug up info on the management, employees, patents, customer feedback, lender interviews, ex employee interviews, reams of court documents, interviews of former management and employees of acquisition targets, suppliers, clients. I drove cross country to meet with Smith in Channelview, met with Butler in Key West and much more

During the good years of oilfield services there was only one reason they didn’t make a profit and/or grow the company

It took all that digging to find out what was holding them back from generating some value for shareholders

It wasn’t that they couldn’t (during the good years)

The petting zoo was the epiphany in my case, it finally opened my eyes and then it all made sense

It’s all there in my posts on the topic

By far the most offensive behavior I’ve ever heard of on a conference call was their laughter at a shareholder’s question after they just announced another quarter of huge losses

It was all a big joke, at shareholder’s expense!

I hope you’re doing well Fritz, cheers to us who took a beating on DPDW

spec

[Fred Kadiddlehopper]

Also I'm noticing zero volume. There is no market for DPDW. Too many burned fingers. That's a biggie. You can check in any time you like but you can never leave. LOL!

[greasemonkeyshoes]

very thankful for your insight....
from observing the company for many years.

[spec machine]

There are too many red flags here to list them all but here are the top few current ones that are easily verifiable

1 - market sector is horrible
GOM energy sector is in the worst crash in decades, services will be dropping like flies soon
The good ones might be targets for acquisitions by larger companies but at pennies on the dollar
Deep Down is not a good acquisition target for too many reasons to list but if it was, the transaction would be at or below current share price, IMO

2 - no trust in management or the books
Years of mismanagement to the detriment of shareholders and lenders
Management and a few select employees were richly rewarded even as the company suffered considerable losses
In communications with shareholders, management continued to hype the fact that book value exceeded share price without ever addressing the reason why (no trust in management or the books, combined with anticipation of continued losses)

3 - the company never generated profits in good times, a close examination of the short period that seems to indicate a profitable period will reveal that it was only due to the timing of recording gains and losses

There are many microcap and small cap companies that are better bets for short or long term gains, IMO

This one had their chance and blew it bigly

The smoldering ashes aren’t ever going to be a campfire let alone a bonfire

spec

[greasemonkeyshoes]

why wade into a cesspool like DPDW?............
Got it.I would wait another Q and see whether things have changed for the better investor-wise.The write-off of $4+ million seemed a positive step and the $4+ million cash would buy them enough time for Charles to do a "no bullshit" transformation.Again,I am hopeful and my powder is dry.

[Fred Kadiddlehopper]

This company has never been run for the benefit of shareholders; corporate governance rules were adopted long ago to ensure that the insiders benefit at the expense of individual investors. As far as I know those rules are still in place. Ron and his ilk created a corrupt corporate culture of self dealing and outright thievery and individual shareholders have no recourse under the corporate charter. One would be wise in not assuming that that has changed simply because Cap'n Ron has moved offstage. Run away and don't look back. There are plenty of other investing opportunities - why wade into a cesspool like DPDW?
Good luck!
-Fritz

[greasemonkeyshoes]

newbie to the board........
is it time to bet on the company at this low price??Or another way of putting it,are challenges ahead too much for Charles to swallow??Thanks for your response ahead of time.

[spec machine]

Shocking NEWS! ! ! DPDW is reporting a loss !!!

WOW, never saw that one coming

Don’t worry, they are adjusting to the situation and they are well positioned to weather the downturn

So absurd you can’t make this stuff up, there is no performance metric that they can fail to underperform

No loss too big to dampen their arrogance in blaming anything other than their continued mismanagement

Butler (former CFO) bailed out after sucking out every dollar in his bloated salary that he was able to, then cashed out EVERY share he was given, every single share.

Smith either bailed out or was forced out but it wasn’t soon enough to give deep down a chance to survive

Rats leaving a sinking ship

The same rats that sank it

spec

[Golden Cross]

Deep Down Announces Share Repurchase

HOUSTON, January 24, 2020 -- Deep Down, Inc. (OTCQB: $DPDW ) ("Deep Down" or the “Company”), a specialist in deep-water oil and gas production equipment and services, today announced that since December 23, 2019 it has repurchased a total of 749,315 shares of its common stock pursuant to the Company’s share repurchase program as well as in a privately negotiated transaction. As a result of these repurchases, the Company now has 12,541,365 shares of common stock outstanding.



About Deep Down, Inc. (www.deepdowninc.com)

Deep Down focuses on complex deepwater and ultra-deepwater oil and gas production distribution system technologies and support services, connecting the platform and the wellhead. Deep Down's proven services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, installation buoyancy, remotely operated vehicles and tooling, marine vessel automation, control, and ballast systems. Deep Down supports subsea engineering, installation, commissioning, and maintenance projects through specialized, highly experienced service teams and engineered technological solutions.



Forward-Looking Statements Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.



Follow us on: Twitter: @DeepDownIR



Investor Relations:

Catalyst IR

Chris Eddy or David Collins

212-924-9800

[e-mail]

[PappaJohn]

A related subject....

The U.S. federal agencies regulating offshore leases are considering granting royalty relief to new oil and gas drilling in shallow waters in the Gulf of Mexico.

https://oilprice.com/Latest-Energy-News/World-News/US-Regulators-Race-To-Save-20-Billion-Of-Oil-Gas-Resources.html



.

[jsc52033]

thanks I got into this a long time ago. I was looking at an exploration company that was looking at deep water drilling. This company had some inteeresting equipment.

[uncleremus]

This is the first time they've ever had an independent board which also includes two of the largest shareholders. They have reduced executive compensation and overall SGA and redirected priorities which were unfocused under prior CEO who was a better engineer than CEO. I think they should do a bit better as long as oil prices hold up

[jsc52033]

thanks
what do you think the next 12 months hold for this little company?

[uncleremus]

He is now the former CEO but still paid as a consultant

[jsc52033]

thanks
good to see someone in the company a major share holder is buying

[uncleremus]

From the 13 D filing it looks like Smith was the major buyer on 11/18

[jsc52033]

what drove the sp up today. Earnings had alread been out last week

[uncleremus]

Nothing new there except he hasn't been dumping shares.

[tripil7z]

$DPDW grabbed .65 on SC 13D

https://www.otcmarkets.com/filing/html?id=13747649&guid=CUnSUqT8mykzP3h

[Trueheart]

Hi Uncleremus,

You're correct in your thinking that BOD members are compensated for their work in the corporate world.

The former ownership and management was corrupt and artfully reconstructed the company such that they could loot it over the years, and the shareholders were unable to stop or amend their actions.

I hope the new management will run Deep Down as a public company that is responsible to the shareholders. The last reverse split cut my shares to the point that what occurs here won't mean a hill of beans.

Today's oil prices are low because oil is abundant and can be recovered rather cheaply. I don't see that situation changing for some time.

Good luck.

Trueheart

[uncleremus]

All BOD's grant shares to BOD members or pay cash...it's just a matter of how much and they gave away too much. New board is independent and new management compensation is in line with revenues. I think they have a shot at turning it around barring another collapse of oil prices.

[Trueheart]

The problem now with the departure of Ron and the Boys is that they are no longer around to chide for their misadventures and bad thinking.

At today's share price my loss is about 94%.

Trueheart

[Trueheart]

Uncleremus, that old loaded board's formation and their decision to lock out shareholders of this public company was the key to allowing management to spend the the company's money at will.

You mentioned that the car allowance was gone. They should have also stopped the granting of shares from the treasury that allowed Gene to leave with half a million in his pocket.

Trueheart

[uncleremus]

Too bad this BOD wasn't formed years ago...245k and 325k executive base. salaries are in line with revenue. No more car allowance

[Trueheart]

That's too bad, Spec. A suit regarding the Panama deal may have exposed other things he did that were not to the benefit of the shareholders of this public company.

Trueheart

[spec machine]

nope

spec

[Trueheart]

Spec, do you think new management will look into Ron's Panama deal and sue to get the company's money back?

Trueheart

[Trueheart]

Hey, Spec,

The time to have gotten out of Deep Down was when they changed the Articles and By-laws that gave the board of directors and management absolute control of DPDW.

The company essentially became a private company again.

That was during the time they were after that flotation company in New England that they misjudged to have applications to offshore O&G operations and when the financing wolf stole that company.

Ugh!

Trueheart

[bar1080]

DPDW Form 10-K filed 4-16-2019

"Dividend Policy
To date, we have not paid any cash dividends and our present policy is to retain earnings for working capital for the growth of our operations."

"Modified EBITDA

Our management evaluates our performance based on a non-GAAP measure, which consists of earnings (net income or loss) available to common shareholders before net interest expense or income, income taxes, non-cash share-based compensation expense, equity in net income or loss of joint venture, non-cash impairments, depreciation and amortization, other non-cash items and one-time charges (“Modified EBITDA”). This measure may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with US GAAP. The measure should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing or financing activities, or other cash flow data prepared in accordance with US GAAP. The amounts included in the Modified EBITDA calculation, however, are derived from amounts included in the accompanying consolidated statements of operations."

----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Deep Down, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Deep Down, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.


Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Moss Adams LLP

Houston, Texas

April 15, 2019"


https://www.sec.gov/Archives/edgar/data/1110607/000168316819001057/deepdown_10k-123118.htm

[bar1080]

Red Flags: 107,000 IHUB posts and FOUR reverse splits. This is a stock made for penny gamblers, not savvy investors

Jul 18, 2012 20/1 Reverse Stock Split
Apr 19, 2005 60/1 Reverse Stock Split
Mar 06, 2003 65/1 Reverse Stock Split
Oct 29, 2001 10/1 Reverse Stock Split